Ultragirl Redux
by coinilius
Summary: Years after she was abandoned by her creator, Alexander Luthor, Ultragirl awakens once again and seeks her revenge against all those who have wronged her in the past. Set on the antimatter Earth of the Crime Syndicate of Amerika, as depicted in JLA: Earth 2 Graphic Novel.
1. Part 1 - First Awakening

**Part 1 - First Awakening**

15 minutes ago, Leesburg was a typical Amerikan small town.

That was 15 minutes ago. That was before Ultraman decided to take his aggression out on it, leaving only a smoking crater in its place.

"Satisfied?"

Ultraman turned to see his wife, Superwoman, glide to a stop in the sky behind him. "No," he replied.

"Really? By now you're usually lighting up and asking the corpses if it was good for them too." She patted him on the arm in a mock show of concern. "Don't worry it happens to all men at some point in their lives."

He slapped her hand away. "How many boltholes does Luthor have scattered across this country? Every time I root one up, it seems another two take their place." Ultraman waved a hand in the direction of the carnage, "Do you think this will even slow him down? That self-righteous bastard will get all teary eyed for the 'poor innocent victims' for about a minute, then he'll be straight back into it, trying to topple the Crime Syndicate like nothing even happened."

Ultraman's shoulders slumped. "Sometimes I wonder what the point even is of making examples out of innocent people."

Superwoman folded her arms across her fearsome chest. "Why does a man climb a mountain, Clark? Or in your case, destroy one?" Before Ultraman could answer, she continued; "Because they can. You know perfectly well Luthor won't back down. If he was the type to be scared off, you would have killed him years ago."

"You're right," Ultraman reluctantly agreed.

"Of course I'm right, I'm your wife," Superwoman replied. "And before I forget, I came out here to tell you that you missed the dinner tonight."

"What dinner?"

"Colonel White and Alice were coming over, remember? I told them an emergency came up and you were needed at the base."

Ultraman grabbed his wife's waist and pulled her close to him. "What did I do before I married you?"

"Killed anyone who got close to your secret." She pulled out of his grip and started to slowly ascend. "I don't know what the point of having a secret identity is if you're not going to play with it properly."

"That's easy for you to say," Ultraman replied, following her. "You made your identity up when you came to man's world. It's just a game to you. I was Clark Kent for over twenty years."

He glanced down at the countryside falling away below him. The ugly scar that was Leesburg was already little more than a speck. If he wanted to, he could still see his handiwork as if he was right on top of it by using his ultra-vision, but there wasn't any point. You see one smoking crater, you've seen them all.

* * *

But if Ultraman had looked back, what would he have seen? Beneath the rubble and corpses, something stirred. It wasn't what you would call alive, but it couldn't be classified as dead either.

It had been forgotten about; left to gather dust in a forgotten corner of a forgotten laboratory. For years It had slept without dreaming, but now that It was awake, It could remember It's previous existence only in the way one remembers a dream; insubstantial, fragmented.

It remembered capes and cruelty.

It remembered power and abuse.

But most important of all, It remembered how warm living had felt, and It knew how cold It was now.

It would change all that.

It would live again.

It would remember... and It would pay back all those who had abused It in the past.


	2. Part 2 - Power Games

**Part 2 - Power Games**

"…ourth brutal slaying in Midvale this week, when the mutilated body of Mattie Harcourt was found…"

Demi Lee only half-listened to the morning news as she did up the zip on her jeans. For some reason, Professor Byrne always had to have the TV on while they had sex. Always. Still, it was better than Professor David and his Star Trek uniforms.

Thankfully, she wouldn't have to beam him up ever again. And after this morning, Byrne would be watching TV by himself. It wasn't that she was against sleeping with a lecturer or two to keep her grades up; she wasn't naive, she knew how the education system worked, after all.

But sleeping with your professors gave them all the power, and Demi had always been uncomfortable when others had power over her. Her father, the Reverend…

"That was definitely worth an A+, Miss Lee…"

They were behind her now. Dead and buried, so to speak. And soon, this would be too.

"…But if you want to keep that grade up, you've got to keep some other things up too," Byrne said, grabbing her breasts. Demi hated the way he groped her, pawing all over her like some kind of stupid animal. It took all her effort not to plant a knee where it would hurt the most, but instead she calmly removed his hand.

"Actually, Professor, I have another idea," she began, her disgust hidden by a thick layer of forced sweetness. "How about you keep my grade point average up, and I keep the video tapes I've been secretly making away from the press."

"What? What video tapes?"

"Oh, did I forget to mention them? You see, I'm doing a very interesting project for Film Studies. I video tape my lectures having sex with me in exchange for grades, then I blackmail them into maintaining those grades."

"You're bluffing…"

The sweetness in her voice was no longer forced. This was the part Demi loved. Watching the old perverts squirm, knowing she was the one who held all the power. "If you don't believe me, then just watch this… I've fast forwarded it to the good bits."

She threw a videocassette on to the bed as she strode past Professor Byrne. When she reached the bedroom door, she turned around. Byrne glared at her, his lower lip trembling. He was ready to explode with impotent rage, and Demi couldn't help but push him that last little bit over the edge. "Oh, and keep the tape… I've got plenty of copies."

* * *

Alexander Luthor had been developing a new plan to use against the Crime Syndicate, one that could finally see justice brought to this tortured world, when the alarm sounded. Without hesitation, he abandoned his research into the matter world he had come to refer to as Earth-2 and travelled to what was left of Leesburg.

It was here that he had buried his greatest failure. He had hoped he would never have to confront It again, hoped that It would remain forgotten for the rest of eternity.

He should have realised that you could never dig a deep enough hole to bury the past.

He should have realised there was no such thing as hope in this world.


	3. Part 3 - Moths and Flames

**Part 3 - Moths and Flames**

Ultraman stormed through the trophy room of his Flying Fortress, each footstep delivered with a strength that could shatter steel.

"This had better be good, Brainiac!" he snarled at the transorganic syntellect that was incorporated into his Fortress' computer systems. His wife was out of town visiting Holliday College, and Clark Kent had been using the opportunity to show some 'friends' around the base.

One of Brainiac's numerous robot drones appeared from the doorway to the intergalactic zoo. "MASTER, SCANS HAVE…" but that was all that the drone managed before it exploded.

Ultraman's eyes slowly faded from bright red as another drone approached. "DETECTED PROTO-MATTER IN THE VICINITY OF MIDVALE," it finished, picking up where the other drone had left off without missing a beat.

"Proto-matter?" Ultraman asked.

"YOU ASKED TO BE INFORMED IF IT WAS EVER DETECTED AGAI…"

"I know what I asked!" Ultraman snapped. "I remember what happened the last time…"

A hungry look crept into Ultraman's eyes. A look of pure malice and greed. "This could be exactly what we need, Brainiac."

"WILL YOU BE DEALING WITH THE MATTER PERSONALLY, MASTER?"

Ultraman considered it for a moment. "No… not yet. Release the hounds, Brainiac. We'll let them have some fun."

* * *

It had been awake for… how long now?

A day? A week? A minute?

Time was irrelevant to It. It kept slipping into the past… into memory.

It had known what It was once.

Its identity had been clear.

Its purpose had been absolute.

But now that was gone. He had seen to that. He had wiped the slate clean, tried to erase what had happened. But not everything was gone.

And now It was cold. A cold that cut to the very soul itself… but that could not be right. It had no soul.

He had seen to that, too.

It had tried to warm itself. Tried to fill the emptiness It felt. Like a moth to the flame, It was drawn to the warmth of others, but that warmth was fleeting. It burned for an instant and then…

It caught sight of someone else, and Its simple train of thought was derailed. It had found warmth, burning brightly before It. Brighter than any other warmth had.

It moved towards it, like a moth…

* * *

Luthor examined the remains of the murdered with a scientific detachment he had spent years developing. The press had dubbed the murderer the Piranha Man, a typical example of its need to sensationalise everything.

But still, while it may have been sensational, Luthor couldn't help but admit that the title was also apt. The bodies had been completely stripped of skin and muscle; all that was left of four people were their skeletons.

Four people.

Less than a week ago, they had been alive. They laughed and sneezed and went to work. Now they were dead. Nothing more than evidence, to be examined.

For a moment, Luthor wondered when it was exactly his heart had become so hardened that he could look at this and not be completely repulsed. He knew that a certain degree of detachment was necessary, but when did 'a certain degree' become too much?

But a moment was all he could allow himself, because this was definitely the work of It. And that meant these deaths were on his hands, more innocent lives he couldn't protect, couldn't save.

It was in the city somewhere. Depending on how much It remembered, It could be anywhere, anyone.

But he could recognize It, no matter what identity It wore. He had brought It into this world, and although he hadn't had the courage to do what was necessary last time…

"This time it will be different," Luthor said. "God below, it will be different."


	4. Part 4 - The Confrontation

**Part 4 - The Confrontation**

Dick Malverne was waiting with his Porsche outside the professor's house when Demi emerged, victorious. Straight away she kissed him, a long, passionate kiss.

When they finally broke for air, Dick was stunned. "Ah take it things went well with the professor?" he asked in his thick southern drawl.

Demi slipped her hand down the front of his pants. He wasn't just called 'Dick' because it was short for Richard. "Does this answer your question, 'Dick'?"

"Ah reckon so…" he kissed her again. "But then again, ah might need some more convincing."

"What, right here?"

"It'd serve the pervert right if we did it right here on his lawn… disrespecting my lady the way he did."

Demi squeezed playfully. "Afraid he'll put you out of a job?"

"Bitch."

"'Dick.'"

They kissed again, but before they could beat their earlier attempt a noise from across the street broke their concentration.

"What the… ?" Demi said, looking past Dick at the figure approaching them. Dick turned his head to see what was going on.

"Unholy shit…"

The figure approaching them appeared to be a woman, but it was hard to be sure of the gender. Its skin was a raw pink that looked almost like it was melting; it appeared to undulate with an almost pulse-like rhythm. Matted tufts of blonde hair emerged in clumps from its scalp.

But worst of all were the eyes. Not because they were as miss-formed as the rest of it, but because they weren't. They were perfect blue orbs, beautiful on any other face. Hideously incongruent on this one.

And they were looking straight at Demi.

* * *

It moved faster than It appeared It could. Faster than a speeding bullet.

The second warmth, the man-warmth, tried to stop It, but he was irrelevant. It tossed him aside, where he hit the ground and broke.

For an instant, It stopped and watched as his warmth drained away. From warmth to cold, just like It.

Then It remembered the true warmth, the female-warmth.

She had taken something out of the car, something small and black. There was no warmth in it.

And then there was.

A sudden burst of warmth and sound, and something struck It where It's chest once was. It felt like a gentle push.

There was another burst. Then another.

They were meaningless to It, so It ignored them. All that was relevant to It was the warmth.

It reached out and It's body began to flow. It was fluid now, a wonderful sensation. The warmth tried to run, but it was too little, too late.

It flowed over her, into her. Her body became fluid as well.

It liked this part, when they were both fluid. They were one; one body, one mind. Even if it was only ever brief.

But this time was different. This time, It could feel something happening. Memories were flowing, not just from the warmth, but also from It. From deep inside It.

The warmth was the key. This warmth.

The key to Its…

Suddenly there was another burst. Painful.

It could no longer hold itself together.

It was fluid. It was pain.

It had been so close.

It

could

not

end

like

this

…


	5. Part 5 - Second Awakening

**Part 5 - Second Awakening**

Luthor put his gun aside and reached down to help the woman he had just rescued from It. She was kneeling in a rapidly spreading pool of proto-matter, obviously in shock after what had happened.

He placed a hand gently on her shoulder, trying not to startle her. "Miss..."

The next thing he knew, he was connecting with the wall of a nearby house. Slowly, Luthor got back on his feet. His body armour had protected him from injury, but what had happened shouldn't have been possible. She was a young woman and he had super strength…

She looked up, straight into Luthor's eyes. That was when he realized what had happened. How it had been possible.

She had perfect, beautiful blue eyes.

The eyes of It.

* * *

Demi Lee was no longer in control of herself. No longer had any power.

It was the worst experience of her entire life; as if the bottom had dropped out of her world and she was falling into some horrible, cold void.

Falling into It.

How had she knocked that man aside like that? Like he was nothing more than a rag doll?

And why had it felt so right?

She looked down at her hands. The skin was undulating, like the skin of It had been. In fact, she could feel It beneath her skin, burrowing through muscle and tissue… deeper into her body, into her very soul itself.

Demi looked up at the man she had knocked aside, and she recognised him with two sets of eyes. The first were her own; they saw Alexander Luthor, the self-proclaimed 'super hero' who had taken it upon himself to change the world.

But the second set saw him as something else.

They saw him as the man who had created It, then turned his back on It when It didn't behave as It should. It saw the man who had tried to kill It, and when he didn't have the guts for that, had tried to forget about It instead.

Power coursed through Its body. Through her body.

Demi could see the truth now. The reason it seemed like the bottom had fallen out of her world was because she was now rising above it.

It was power.

She was power.

* * *

What had been Demi Lee, what had been It, was now neither.

This new creature was rising from the ground before the stunned form of Luthor, her features shifting as she went. From Demi Lee, to It, and then to something else.

Blonde hair fell around her shoulders, her skin smoothed out. Even her clothes were changing; sneakers became crimson, knee high boots. Jeans and a tee shirt reformed themselves into a dark blue mini-skirt and a top, cut off to show her mid-riff.

And to complete the look, a crimson cape unfolded from her back.  
She hovered above Luthor like an angel of death, beautiful and deadly.

"God below…"

"God had nothing to do with me, Alexander," Ultragirl said. "You saw to that."


	6. Part 6 - Sins of the Creator

**Part 6 – Sins of the Creator**

Luthor could feel the feather touch of invisible fingers running across his body; Ultragirl's psychokinesis, probing him.

"Did you think I would never wake up, Alexander?"

He had to destroy her now, before she became fully aware of who she was, were she was… and what she could do.

"Did you hope I would rot away, in the darkness?"

All he had to do was reach the remote he had brought, and then he could trigger her proto-matter form to reset itself. To become Template, the creature he had originally created.

"You think you have absolute power over me, don't you?" Ultragirl accused, spying the remote Luthor had produced from a compartment in his armour. "Just like every other man… like Byrne and my father."

Luthor dropped the remote as a sharp pain exploded in his wrist. Ultragirl had psychokinetically grabbed his hand. He refused to scream, to show any sign of pain, as she twisted the bones, grinding them against each other.

Ultragirl floated closer to him, so that she could reach out and touch his face. "I loved you, Alexander. You created me to."

She kissed him gently on the lips. "I still do," she whispered.

They kissed again, longer this time. For a second, Luthor almost forgot what he was dealing with. But only for a second. She bit his bottom lip with enough force to draw blood.

"But you always hurt the one you love, don't you Alexander?"

Casually she slapped him away, sending him sailing through the air. He landed on the grass a few metres away, rolled with the impact, and got back on his feet…

In time to catch a glimpse of Ultragirl as she crossed the distance between them in a millisecond.

With one hand, she dug her fingers deep into his body armour, until the tips pressed painfully into the flesh below. The other she balled into a fist and drew back, preparing to deliver a killing blow.

"I let you use me, Alexander. You, Ultraman… I was like a wind-up toy, a blow up doll you could all have your way with." She pushed her fingers deeper into his flesh, causing him to grimace.

"Well, that's all going to change. I'm a new woman now, Alexander. Demi Lee gave me strength, and Template gave me power."

Luthor struggled uselessly against the hand that gripped his chest. He had super strength, but Ultragirl's was staggering. Fuelled by the rage that boiled within her, she could have held him like that for days.

He wouldn't have to wait so long, though. She swung her fist forward, intending to take off his head with one blow.

"Goodbye, Alexander. I'll see you in Heaven."

Luthor steeled himself for the killing stroke…

…Which was never delivered.

He caught a glimpse of something red and white and moving fast that crashed into Ultragirl and sent her tumbling across the ground. When she came to a stop, the object was still moving at ultra speed, flickering in and out of Luthor's vision as it savagely attacked his former creation.

It was a white dog; powerfully built and dressed in a ridiculous crimson cape that somehow made its savagery all the more terrifying.

It was Neutro, the alpha-male of Ultraman's pack of genetically engineered ultra-dogs. And if the pack leader was here…

Luthor looked up, to see a swarm of ultra-dogs descending from the sky like bizarro birds of prey.


	7. Part 7 - Let Slip the Ultra-Dogs of War

**Part 7 - Let Slip the Ultra-Dogs of War**

Ultraman cast an appreciative eye over the telemetry being received from his ultra-dogs, particularly the optic feed from Neutro that depicted the Ultragirl being mauled and unable to defend herself.

He had bred the ultra-dogs to act mainly as probes; their strength and invulnerability were far inferior to his own, but their ultra-sensors were magnificent. And what they lacked in raw power, they easily made up for in savage brutality.

It was almost a shame he had to damage the Ultragirl, as she had always been so beautiful. That was one thing Luthor had going for him: for someone who was so far up himself, his taste in women was incredible.

Ultraman floated away from the sensor nexus connected to his dog pack, past his collection of trophies. He had always loved collecting memento's from his various endeavours; the remains of the White Martian, the first ocean liner he ever sank, the city he bottled as punishment for crossing him.

So many memories.

Finally, he came to rest in front of an empty glass cabinet. Soon, he would have another memento to add to his collection. He ran his hand over the engraved plaque that told who the intended occupant was; Ultragirl. Not only would he have another trophy to enjoy, he would have something far more important as well. He would have…

"MASTER, NEUTRO IS NO LONGER TRANSMITTING SENSOR TELEMETRY."

"What?" Ultraman turned sharply to face the Brainiac drone. The ultra-dogs were wet-wired to transmit all their sensory input back to the Fortress, and the only way to stop that transmission was if they were…

"NEUTRO HAS GONE OFF-LINE."

* * *

Luthor could barely believe what had happened. One second Neutro was buzzing over the fallen form of Ultragirl like a demented bee, the next he was on the ground, his skull smashed open.

Another ultra-dog launched itself at Ultragirl, who was already on her feet, seeming to Luthor as if it had teleported the distance between them. Ultragirl brought her elbow down, connecting with the dog in mid-flight and shattering its spine.

Two more dogs attacked, and although Ultragirl plucked one from the air as if it was no more than a butterfly, the other connected. It sank its teeth into her upper thigh, drawing a thick river of blood.

The smell of blood sent the other dogs into a savage frenzy. They swarmed Ultragirl like a pack of hungry sharks, forcing her back to the ground under the weight of their onslaught.

Luthors first reaction was to help her; no one deserved to be torn to shreds like that. But he repressed his nature; instead using the opportunity to collect the remote he had dropped earlier. Like it or not, this was the perfect opportunity for him to shut down the Ultragirl.

He had just reached the remote, when an ultra-dog exploded from the melee in a shower of blood. Its limp body fell to the ground a few feet from where Luthor was standing, and he could see that its jaw had been completely disintegrated.

Another couple of dogs were thrown aside, and Ultragirl once again ascended into the sky. The surviving ultra-dogs regrouped, then rocketed towards Ultragirl, who swatted most of them away with her pk blasts.

She grabbed the two dogs that had evaded her assault and slammed them together. Their crumpled bodies fell silently to the ground below.

"Now, Alexander, where were we?" Ultragirl asked, turning her attention back to her creator. To her horror, he was holding the remote.

"I'm sorry, Template, but I have to do this," he said as he pressed the button.

"No!" Ultragirl screamed, a primal, animal scream that echoed across Midvale.


	8. Part 8 - The Scream

**Part 8 - The Scream** **.**

The sky screamed as Ultraman rocketed towards Midvale.

She had killed his favourite ultra-dog. She had killed Neutro.

No one was allowed to damage his property and get away with it. He would finish the job his ultra-dogs had started; he would tear her apart with his bare hands.

He needed her body, but he didn't need it intact. Let Brainiac sift through the pieces later; that was the way he always did things.

Ultraman increased his speed, and the sky's howled protests fell on deaf ears.

* * *

Ultragirl stared at the remote in Alexander's hand, terror gripping her heart like a steel vice. She could remember what had happened the last time she had seen that remote.

She was a different person then, not Demi Lee but Lana Lang, a reporter Ultraman had murdered when she got to close to his identity. Alexander had tried to resurrect her, using the proto-matter he had developed as a weapon against Ultraman.

He had created a far better weapon than he could ever have hoped for in the process.

He had created Ultragirl.

Together, they battled Ultraman, as well as the then Crime Syndicate International. They were heroes. But Alexander disagreed with her methods and he tried to destroy her using the remote. He turned her back into Template, hoping to start all over again.

But Ultraman had other ideas, and stole her. From there, everything became blurry. For a while, she thought she was Ultraman himself.

He almost killed her for that. In many ways, she wished he had, because what came next was far worse. What came next was the remote again, and then darkness and cold.

Until now.

Until Demi Lee filled the void Lana Lang once did.

Until Demi Lee recreated her, recreated Ultragirl.

She refused to go quietly into the darkness again, and so she screamed.

* * *

Luthor pressed the button again.

Nothing happened.

He knew the remote couldn't be broken; he had built it stronger than that. But if it wasn't broken, then that meant Ultragirl was now beyond his control.

It had to be the girl; somehow, absorbing her had changed Ultragirl's template, making her immune to the frequency of his remote. Perhaps if he altered the frequency…

Luthor looked up. It had gone quiet. Ultragirl had realised the remote no longer worked on her, and had stopped screaming.

"Well, isn't this an interesting development?" she asked sweetly.


	9. Part 9 - They All Fall Down

**Part 9 - They All Fall Down**

Andy Martinez was a woman who had always known where she was in life and where she was going. Ever since she was nine years old and had kissed her first girl, eleven-year-old Jennie Krieger, she had known exactly who she was.

It didn't matter what her parents thought. And besides, look what had happened to them; her dear old dad was a cripple, and that old cow she called mother had died of cancer, eaten from the inside out. Everyone thought it was the grief making her crazy when she laughed at her mother's funeral, but she knew better.

She had had the last laugh. For all her 'depraved' ways, she was living it up at Stanhope University while her unholier-than-thou parents were either rotting in a box, or worse, rotting in a wheelchair.

Andy Martinez had always known where she was in life and where she was going. It had always been a blessing. Until now.

Because now, where she was was dangling in the open air above the grounds of Stanhope, and where she was going was most probably straight down.

* * *

"I don't want to die, please, I don't want to die," the woman, Demi recognised her as Andy, pleaded.

Ultragirl held her by the back of her neck. It was a long way down, and Andy would make an interesting pattern on the ground if she were to let go. The other three people she had already done it to certainly had.

"I'll do anything you want… you can do anything you want to me, just don't kill me!"

Ultragirl couldn't help but smile. Demi had shared some classes with Andy, and she had never liked her. Like herself, Andy never let anyone hold power over her, and that's why Demi had automatically hated her; she couldn't be controlled.

But now, thanks to Ultragirl, she had power over everyone. Power over life and death. God had nothing to do with her, because she was like unto a god herself.

"She had nothing to do with this, Ultragirl, I'm the one you want," Luthor called from the roof of one of Stanhope's buildings. After realising he no longer had any power over her, she had wanted him to have ringside seats for the show she was putting on. "Let the poor woman go."

"Oh, Alexander, you really should have worded that better," she replied, releasing her grip. Andy screamed for a few seconds, before being abruptly cut off.

"You sadistic bitch," Luthor snarled.

"Watch the language, Alexander, there are ladies present," she laughed, gliding in front of him.

Luthor struggled against the bonds she had made to hold him in place. He wouldn't let her get away with this; too much blood had already been spilt. Too many deaths were already on his conscience.

"But you made a fine point earlier," Ultragirl continued. "You are the one I want. Don't get me wrong, those other people were fun, but really…"

She grabbed his already battered hand and gave it a squeeze. Luthor finally cried out as he felt the bones turn to powder beneath her grip. "It's time to put the warm up acts to bed, and get on to the true entertainment."

And then the world screamed as the building they were on exploded in a shower of bricks and dust and noise.


	10. Part 10 - Ultraman Family Reunion

**Part 10 – Ultraman Family Reunion**

Luthor dragged himself out from under the rubble. Although his armour was badly damaged and an almost uniform blanket of pain had seized his body, he was alive. Although he hadn't experienced it yet, he was pretty sure being dead didn't hurt quite so much.

Having established that he was alive, Luthor tried to work out what had happened to the building. It was as if it had been hit by an explosive, or…  
That was when he realised what had happened. It wasn't an explosive that had hit the building. It was something far worse.

It was Ultraman.

* * *

Ultraman held the unconscious form of Ultragirl. He had travelled all the way from Centropolis with murder in his heart, and then the Ultragirl went done with one punch.

It was pathetic.

He couldn't even be bothered killing her now. Better to just get back to the Flying Fortress so that he could begin the experimentation. There was no challenge to be found here…

"Put her down, Ultraman."

Ultraman turned to face Luthor, who was standing in the remains of the building he had just ploughed through. Like he thought, no challenge.

"Luthor, what a pleasant surprise. I'm sorry I can't stay and maim you, but Ultragirl and I have things to discuss in private."

"I won't let you take her, Ultraman."

"I'm afraid you have no choice in the matter, Luthor." Ultraman's eyes flashed a dangerous shade of red. "You should be thankful you've been given a reprieve. I'm not terribly good at mercy, you understand."

"I understand that you only want Ultragirl for your own selfish purposes, Ultraman."

"And what about you? It was so altruistic of you to create a female version of me you could have your way with, wasn't it?" Ultraman cast a suspicious eye over Ultragirl's form. "Tell me, Luthor, when you were screwing her, where you secretly thinking of the real thing?"

Luthor was about to respond, when his words were drowned out by the sudden arrival of the Flying Fortress. It descended on Stanhope University like a metallic insect, coming to rest only slightly above the rooftops of the universities taller buildings.

"Sorry, Luthor, we'll have to pick this conversation up later," Ultraman smirked as he flew towards his Fortress. "For once, I don't have time to play our little game."

Luthor glared at the figure of Ultraman as it disappeared inside the Flying Fortress. "Like always, Ultraman, you have no idea what sort of game is being played here today."

* * *

Ultraman casually tossed Ultragirl's body aside, where a Brainiac drone quickly retrieved it. "Prepare the ultra-laboratory, Brainiac," he announced, holding out his arms. Two more drones obediently slid a lab coat onto him.

"AND WHAT OF LUTHOR, MASTER?"

Ultraman considered this for a second. "Relax security, not so that he'll be suspicious, but enough that he'll be able to reach me without too much incident."

Ultraman flew towards the entrance of his ultra-laboratory, where Brainiac drones were already re-calibrating the terrifying equipment for another of Ultraman's experiments. "After all, he created the Template in the first place. He deserves the chance to see it taken to the next level."

The door to the ultra-laboratory slid closed behind him, letting his final words ring ominously through the trophy room. "Even if it's the last thing he ever gets to see."


	11. Part 11 - The Ultra-Laboratory

**Part 11 - The Ultra-Laboratory** **.**

Gaining access to the Flying Fortress was always the easy part.

Like all the super criminals, Ultraman was arrogant and thought that no one else was his equal. Luthor had long ago worked out the key to give him access to the Fortress' interior. Ultraman always re-encrypted the lock, but he never changed the algorithms, meaning Luthor had carte blanche to enter whenever he wanted.

It was navigating the Fortress that was the problem. Not only was it designed by someone to whom flying was second nature, meaning it was built around massive ante theatres, but it was also crawling with security.

Like all the super criminals, Ultraman was also paranoid. Besides the Brainiac drones, there were Eradicator units, ultra 'pets' and Ultraman robots, to name but a few.

But despite all these security measures, Luthor found it surprisingly easy going and managed to make it to the outskirts of Ultraman's ultra-laboratory in record time. It was here that Luthor's progress was markedly slowed, not because of any security intervention, but because he was always given pause by the horrors that he was confronted with.

Here, Ultraman kept the results of his hideous experiments. Hybridised monstrosities that threatened a person's sanity to look at them. A horse stalked one cage; it's body a patchwork of stitches. Across its forehead ran an incongruent blue streak, a touch of beauty left strangely undamaged by Ultraman's butchery.

Strapped to a table, a human body writhed in agony, a giant, red ant head sewn haphazardly onto its neck. And in another cage, some kind of mer-boy tried desperately to breathe through the gills Ultraman had grafted to him.

Luthor was a scientist by nature, who believed that science could benefit mankind. But this… this was science gone mad. It was like a child had been given the building blocks of life itself to play with. Ultraman took things apart and put them back together all wrong, just to see what would happen.

And hadn't he done the same thing? Wasn't recreating Lana Lang in the image of Ultragirl no better than what Ultraman had done to these poor unfortunates? He always strove to hold himself above the level of the super criminals, always believed that human nature was not orgiastic and cruel, that underneath there was something that cried out for more.  
But what if he was wrong?

What if Ultraman and his Crime Syndicate were the ones who had it right? What if he had been fooling himself all these years?

"Ah, so glad you could join us." Luthor was shaken from his thoughts by the voice of Ultraman.

He had reached the ultra-laboratory.

* * *

What could only be described as an instrument of pure torture dominated the centre of the room, a sort of vertical table covered in syringes and scalpels.

Strapped to it, her body sliced open from neck to groin, lay the Ultragirl; conscious now, no doubt induced by Ultraman so that she could feel everything he did to her. Brainiac drones moved about the machinery, some carrying organs removed from Ultragirl, others tubes which they were connecting to her in various places.

And above it all hovered Ultraman, looking insufferably pleased with himself.

"God below, Ultraman, what have you done?"

"What was necessary, to complete an experiment I began some time ago, Luthor. I needed more data on the Template you created. My own attempts at creating proto-matter were, well, failures to say the least."

"I'm surprised you can admit that," Luthor replied, focusing on Ultraman so as not to look at the grisly sight before him.

"Luthor, please, I can admit I've made mistakes at times. I can't remember when, exactly, but I'm sure it's happened at least once or twice." Ultraman chuckled at his own joke. "All joking aside, my little vivisection of the Ultragirl has given me all the data I needed to finish what I started.

"Behold the future, Luthor," Ultraman announced as he ascended into the thick shadows which obscured the laboratories ceiling. As he did so, lights flared to life, revealing strange pods hanging from the distant roof.  
Although he knew what they would contain, Luthor was still sick to his stomach when the pods adjusted to the lights, becoming translucent. Inside each one was a hideously deformed proto-matter creature, waiting to be born.

"And just think, Luthor," Ultraman said, spreading his arms to encompass the grim tableau, "you're the one who made all this possible."


End file.
